Restaurants all over the world express their own environments and tastes that help people identify the culture. People travel all to all ends of the earth to savor a certain style of food or experience a certain society or tradition. Restaurants are places that we go to enjoy everything from a quick lunch to a celebration of any sort. We engage restaurants as a platform for many activities, especially in the United States. The COVID-19 pandemic inflicted issues on all social gatherings, and the world had to change the way we do many normal, day-to-day activities, impacting the restaurant industry significantly. My focus today is to enlighten you on some aspects that may help your business adapt, and make your restaurant a more attractive target to be acquired.

The restaurant industry is a monstrosity. It has various moving parts and year-over-year new aspects and competition. From ingredients to efficiency to ambiance, the restaurant sector has always been competitive and continually pushing forward with the times. 2020 brought all of that to a screeching halt. Though demand for certain items such as beans, rice, and bread was higher than ever, and grocery stores were being raided, restaurants were forced into full panic mode. There was no way to prepare, and no one knew what to do. Unlike several other diseases in the past, COVID-19 thankfully does not spread directly through livestock and agricultural products. Though that is not where the issue lies. Getting the products delivered to the location and having employees inside without spreading the disease was nearly impossible. The restaurants still surviving have obviously adapted to the times by focusing on enhanced delivery options and marketing schemes that helped them to stay afloat. With the world beginning to open back up, what is going to be the best tactic to getting the financials back to pre-COVID numbers?

More than 110,000 establishments have closed permanently over the past year, with others filing for bankruptcy. Everyone has changed their dining habits over the past year, particularly shifting to takeout and delivery. Moving forward, the industry is going to need to maintain a focus on responsiveness, and prioritization of health and safety. No one wants a cold pizza or cold veal parmesan in a plastic container. Presentation has come further into play. Restaurants need to get a foot ahead of the competition in any way possible. More restaurant concepts will have a drive-thru or pickup window in construction designs. Marketing schemes have been redirected to be community-based on a larger sense. For example, homeowner associations, next-door-neighbor sites, and city blog pages are going to need to be targeted. Along with that, customer loyalty programs, organic menu options, social media options, and mobile paying all may be beneficial. With the vaccines being distributed more widely, people are tired of being cooped up for over a year and are starting to travel and go to the newest, trendiest, most happening areas. How do you make your business compete and intrigue the crowd? There has to be a niche to your business—one that makes it stands apart from the chains and competition. There are restaurants on every corner, so you must create a particular dish or unique ambiance that people will remember. It is a difficult median that must be found where you are focusing on your health, yet also creating a memorable experience. Technology has also made its presence known, as nearly all communication over the past year has been through phone, text, video chat, or online ordering.

When it comes to mergers and acquisitions, what can you do to make your restaurant more sellable? There are a lot of factors that come into play, but a large portion has to do with profit & loss statements, balance sheets, and showing consistency. Of course, 2020 will not be taken out of consideration, but at the same time, buyers cannot consider last year to have been normal. Some buyers will try to take this into consideration as they want the better deal, and this may work out in certain situations, but overall growth or consistency makes your company enticing. Outside of financials, strategic buyers seem to focus on how it lines up with the current business they are operating. Room for development is a trait that I’ve learned many potential buyers seek. With wanting to bring your business into a current facility, or operating under the same name, buyers want to be able to see the room for growth. Along with that, the capability to adapt is a key aspect because any time new management is put in place, there may be at least a few altercations. Looking forward, what is going to be the challenge is getting your financials back to where they were pre-COVID. This is easier said than done, but a few good places to start are re-accumulating an employee base, providing a safe environment, following all government regulations, and providing the same pre-COVID quality of service and food.

With mergers and acquisitions, if you were one of the larger firms such as OPES Acquisition Corp. or Inspire Brands, this would be an opportunity to make significant acquisitions. When smaller brands struggle, they can swoop in and save the day by acquiring them. The stage has been set in a sense for the next several years with different outlooks. Well-performing chains with drive thrus and delivery options yield high multiples, while frustrated owners are selling struggling chains. Activity will be fueled by cheap debt thanks to low interest rates, private equity groups, other investors that remain ready to spend, and strategic investors eager to get bigger. There is a lot of money that private equity firms have held onto for 2021, along with SPACs making their presence known. Getting your restaurant’s financials back up to normal and showing that your business has withheld and adapted with the times will make it more attractive.

Along with the direct work in the restaurant industry, the delivery options such as Grubhub, DoorDash, Postmates and Uber Eats have exploded, and their presence has been known in the mergers and acquisitions industry. DoorDash is the industry leader with 50% market share, Uber acquired Postmates, with GrubHub in a close second. Before COVID, many companies said they intentionally avoided these apps because the cost to the business seemed too high. Once COVID hit, these apps were essential to keeping many businesses open. There was a survey taken with 2,500 consumers in July that stated that 52% of them would avoid restaurants and bars even after they open back up. Showing your capability to work with these companies as efficiently and effectively as possible will be a contributing factor to the success in your business for the next several years.

The restaurant industry will overcome this pandemic and to adjust to what the new normal will look like. With the vaccines being distributed, the light at the end of the tunnel seems visible. Although it will not be an overnight process, the economy will recover and there will be new adaptations to get used to. Restaurants are opening back up and doing all they can, and the competition is eager to do the most they can with the government regulations. It may be far from over with limited capacities and dine-in options still somewhat limited, but local companies are doing everything they can to accrue the income to keep the doors open. Local restaurants need this, and there is a difficult balance that needs to be found. The hope is there, and the future is bright for both buy-side but sell-side M&A in the restaurant industry.

SOURCES

• Restaurant Business Online 
• Market Watch 
• QSR Magazine 
• McKinsey.com 
• Toast Tab

Any company sale process features numerous factors outside of the seller's control. These include the overall state of the economy, finance market behavior, and advancements within specific industries. Most sellers do not fully appreciate that taking the time to thoughtfully prepare a company for its own sale is one of the biggest opportunities to exert control in the process. This opportunity should not be missed.

In business, thinking long-term is crucial – if the overall goal revolves around an exit, business owners need to take advantage of their ability to shape and polish their companies in a way that will ultimately increase their chances of a successful exit. Preparation is key and when a sale is being contemplated, timing is essential. The earlier sellers start preparing, the higher their chances of finding the right buyer and successfully exiting. Ultimately, owners that plan and take enough time to address small issues/details make their businesses more attractive to both financial and strategic acquirers.

Typically, it is not feasible to make radical changes to the nature of a business, product line, or management structure just before a sale, so conducting an internal review is generally the most time- and cost-effective approach – and one that gives sellers the best chance to maximize value. Below is a summary of key items for review prior to your sale process.

• Financials – Getting your company's financials in good shape is essential and will ultimately facilitate getting a deal through each stage of the process smoothly. Choosing adequate accounting principles and standardizing monthly, quarterly, and annual statements (P&L, Cash Flow, and Balance Sheet) typically ensures businesses are valued fairly. Being able to show strong performance credibly – and present long-term sustainability – is essential. 

• Litigation – If possible, sellers should settle all litigation before coming to market. Litigation is simply part of doing business, and buyers understand that. However, any more serious or particularly risky legal disputes will present an element of perceived risk and should be dispatched prior to the sale process.

• Online Presence – Investing in sharpening the company's website and overall online presence is often a worthwhile use of time and resources when contemplating a sale. Consider developing and regularly updating the company's website. Be sure to announce company "wins," partnerships, contracts, and milestones on social media platforms. Prospective buyers will most likely access every available platform when engaging in purchasing activities; the more quality information they find, the better.

• Management – In most cases, the Owner/CEO's leadership, relationships, and practices were key contributors to the business's overall success. When looking for the best deal, sellers must convince buyers that the stream of sales/earnings will remain unchanged (or, even better, grow) after they are no longer behind the wheel. This can be done by elaborating a succession plan (hiring/grooming a number two to take the Owner's position) and delegating critical tasks/functions of the business to members of the team that will remain with the company post-acquisition. 

Although the preparation period requires time and resources, by putting the effort in early, sellers can best leverage their companies’ overall position when entering the market. The chance of a successful transaction increases proportionately as time and effort are invested into preparation. When the business is fully prepared for a sale, all parties win, and the process usually runs most smoothly.

A lifestyle business is a business that sustains or supports the income and personal needs of the owner. The business is profit-oriented, but the owner's goal is not to grow the company but maximize profits. The goal of a lifestyle business is for the owner to enjoy a work/life balance while generating enough profit to support the owner's current lifestyle without negatively affecting the owner's personal life.

Often, lifestyle businesses are small businesses and center around the owner's passion. Some examples of lifestyle businesses include e-commerce clothing boutiques, breweries, and art galleries.

Lifestyle businesses are different than being self-employed. Typically, when you are self-employed, you work defied hours. Like any business, a lifestyle business has additional time requirements. You open it up daily and work long hours and weekends, but it intertwines with your personal life. The business may be online or have a physical presence. It may or may not sell goods, or it may provide services to others.

Why would someone want to own a lifestyle business? The owner does not have to sacrifice their personal life. You are not required to work certain hours, answer to superiors, or deliver specific amounts of work on strict deadlines. There are no obligations to investors because the owner provides the funding for the business, so they also receive all the profits. You have freedom of time and location, so you can come and go as you please. The owner controls all aspects of the business. There is no board or third party to report to on the state of the business. The business provides financial freedom because the owner is earning an income that supports their chosen lifestyle. Typically, since there are few employees or other overheads, the lifestyle business tends to be positive cash flow early on.

Like all businesses, there will be challenges. The owner may struggle to fund the business at times or have limited funding. Finding the right employees could be challenging because a lifestyle business tends to have fewer employee benefits than other employers within the market.

When considering starting or buying a lifestyle business you should take the following steps:

• Define your goals: Make a list of what you hope to achieve with a lifestyle business. What do you want to accomplish with the business? What are your personal goals? Consider the amount of freedom you are seeking. Set an income target for your personal needs.
• Identify a passion or interest: Businesses can fail because the owner losses interest. A lifestyle has a higher chance of succeeding because the owner is passionate about the business or purpose. People tend to excel at their passion because they tend to spend more time on the topic because they enjoy it.
• Find a problem that needs to be solved: The business is likely to have more customers for your business if you offer them an option to solve a problem. People should be willing to pay for the problem’s solution.
• Decide on the business: After assessing the items above, you should have a good idea of what type of business to buy or start. Put together a business plan to help execute the strategy.
• Execute on the plan: Now is the time to execute your business plan. If you are going to purchase a lifestyle business and need help, there are many resources available to help with the purchase process. If you are going to start the business, begin by establishing the business. You may need to purchase inventory and begin to target clients.

Have you always dreamt of owning your own business? What about having your boss’ job? If you are in management and in a privately owned company, it might be possible for you to be the boss and the owner one day. However, many mid-level managers do not know how to accomplish their dream of owning a company that currently employs them. The good news is that your dream can become a reality.

One of the challenges of transitioning from an employee to a business owner is thinking like a business owner. As an employee, your manager/owner provides guidance, and often you may not question the guidance. As a business owner, you make all the decisions, set goals, and create a plan that will drive the future of the company. Then, you will be the one that has to drive and financially fund the vision. Yes, you will develop mentors around you, but as a business owner, you are the one that benefits and suffers from the positive and negative outcomes of your decisions.  

While you may work long hours currently, be prepared for a more immense workload and additional hours. Employees have a work schedule, and business owners that operate the company do not have work schedules. You are on call 24/7, and it is hard to get away from the business as you always carry that burden with you. Vacations are interrupted and weekends are often spent at the business. However, if you are in a place in your life where you can dedicate the required time, mentally and physically, to the business, the long term pay-off, whether it be financial or time freedom, can be significant.

Interview your owner and shadow him/her if possible. Ask the company owner for insight into their day. Understand the stresses that the business owner deals with daily. Some of the stresses will be confidential, such as employee issues or financial issues, so anticipate that your receiving limited insight.

Then commit to making your dream a reality. Ask the business owner their exit strategy. Some owners may be open to a slow exit where you can purchase the company over a few years, or they may want a clean exit where you have the option to purchase the company immediately and the current owner walks away after a short handover period. Having an introductory conversation about your interest in purchasing the company is going to be important. Once you understand the business owner's personal goals regarding their exit, it will allow you to structure a deal to achieve both parties' goals.

It is important to prepare your financing so you know how much you can afford. This knowledge is key to structuring an offer. The business owner will need to share the information around the business' performance for a bank to underwrite an acquisition. The company's current banker might be a good starting point. After your conversation with the business owner, ask if they would be open to making an introduction to the company’s banker. The banker understands the business and risk as they have underwritten the business previously. Their goal would be to underwrite the business to incorporate the new ownership. 

Be patient and ask for help when needed. Purchasing any business can be an emotional process. If you have never been through the process previously, you may need to seek help from your advisers or hire an experienced buyer side M&A advisor. There are many resources available to you to help with the purchase.